Audiovox 2012 Annual Report Download - page 280

any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against
all or any substantial part of their assets which results in the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) a Credit Party or
any of its Subsidiaries (other than an Immaterial Subsidiary) shall take any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) a Credit Party or any of its
Subsidiaries (other than an Immaterial Subsidiary) shall generally not, or shall be unable to, or shall admit in writing their
inability to, pay its debts as they become due; or
(g) Judgment Default. (i) One or more judgments or decrees shall be entered against a Credit Party or any of its
Subsidiaries (other than an Immaterial Subsidiary) involving in the aggregate a liability (to the extent not covered by insurance)
of $5,000,000 (except to the extent fully covered (other than to the extent of customary deductibles) by insurance) or more and
all such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within
thirty (30) days from the entry thereof or (ii) any injunction, temporary restraining order or similar decree shall be issued
against a Credit Party or any of its Subsidiaries that, individually or in the aggregate, could result in a Material Adverse Effect; or
(h) ERISA Default. The occurrence of any of the following: (i) Any Person shall engage in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, with a resulting obligation in
excess of $5,000,000, (ii) any “accumulated funding deficiency” with a resulting obligation in excess of $5,000,000 (as defined
in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a
Plan (other than a Permitted Lien) shall arise on the assets of the Credit Parties or any Commonly Controlled Entity, (iii) a
Reportable Event with an obligation in excess of $5,000,000 shall occur with respect to, or proceedings shall commence to have
a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable
Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders,
likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA, (v) a Credit Party, any of its Subsidiaries or any Commonly Controlled Entity
shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in excess of $5,000,000 in connection
with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan (or Foreign Pension Plan, if applicable)
or (vi) any other similar event or condition with an obligation of greater than $5,000,000 shall occur or exist with respect to a
Plan (or Foreign Pension Plan, if applicable); or
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